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Board of Directors
Title | Nationality or Place of Registration | Name | Selected (Entered Office) Date | Date First Elected | Major Education and Work Experience | Position(s) Held Concurrently in the Company and/or in Any Other Company | Remarks |
Chairman | R.O.C. | Vincent Mao | 6/20/2024 | 7/9/1992 |
EMBA, National Taiwan University Institute of Microelectronics, Cheng Kung University General Manager, Sitronix Technology Corp. Market Planning, United Microelectronics Corp. |
Chairman & CEO, Sitronix Technology Corp. Chairman, Sitronix Holding International Limited. Director, mCore Technology Corp. Director, Sensortek Technology Corp. Chairman & CEO, Forcelead Technology Corp. Director, INFSitronix Technology Corp. Chairman, Sitronix Investment Corp. Director, Sync-Tech System Corp. Director, Silicon Power Computer & Communications Inc. Independent Director, Compal Broadband Networks Inc. Director, ezGlobal Corp. Chairman & CEO, Seer Microelectronics, Inc. Director, Fong Huang Innovation Investment Co., Ltd. Director, Fong Huang II Innovation Investment Co., Ltd Director, Fong Huang III Innovation Investment Co., Ltd. Director, Fong Huang IV Innovation Investment Co., Ltd. Director, Fong Huang VI Innovation Investment Co., Ltd. |
(Note 1) |
Director | R.O.C. | Wen-Bin Lin | 6/20/2024 | 1/5/1999 |
Electronics,Taipei Tech Director, Gu Ming Investment Corp. |
- | - |
Director | R.O.C. | I-Hsi Cheng | 6/20/2024 | 1/5/1999 |
Department of Electronics Engineering, NCTU Deputy Manager, United Microelectronics Corp. Deputy Manager, Design Department, Novatek Microelectronics Corp. |
CRO, Sitronix Technology Corp. Chairman & CEO, mCore Technology Corp. |
- |
Director | R.O.C. | Silicon Power Computer & Communications Inc. | 6/20/2024 | 6/11/2014 | - | - | - |
R.O.C. | Representative: Hui-Min Chen | 6/20/2024 | 6/11/2014 | MBA, University of Central Oklahoma (U.S.) Assistant General Manger, Sales Division, Transcend Information, Inc. |
Chairman & CEO, Silicon Power Computer & Communications Inc. Chairman, Silicon Power Computer & Communications Netherlands B.V Director, Wang Xin Investment Corp. Director, Silicon Power Investment Co., Ltd. Supervisor, Silicon Power Japan Co., Ltd. |
- | |
Director | R.O.C. | Sheng-Su Lee | 6/20/2024 | 6/22/2015 |
Graduate Institute of Electrical Engineering, National Taiwan University President, Sitronix Technology Corp. |
Deputy Chairman & Deputy CEO, Silicon Power Computer & Communications Inc. Chairman & CEO, Sensortek Technology Corp. Director, Silicon Power Investment Co., Ltd. |
(Note 2) |
Independent Director | R.O.C. | Cheng-Chieh Dai | 6/20/2024 | 6/10/2010 | Institute of Electrical Engineering, State University of New York at Stony Brook Department of Electrical Engineering, Cheng Kung University Vice President, Accusys, Inc. Business Manager, Elitegroup Computer Systems Inc. |
President, Accuvision Technology Inc. Director, Accuvision Technology Inc. Director, STL Technology Ltd. Director, Cheng Yu Investment Co., Ltd. |
- |
Independent Director | R.O.C. | Yu-Nu Lin | 6/20/2024 | 6/27/2018 |
EMBA, Taiwan University Department of Accounting, Chengchi University Taiwan Securities Co., Ltd. Sales Deputy Manager KPMG Taiwan Intermediate auditor Passing the Accounting Entrance Exam |
Financial Vice President, Chin-Poon Industrial Co., Ltd. | - |
Independent Director | R.O.C. | Jui-Hsiang Lo | 6/20/2024 | 7/27/2021 |
MBA, National Chengchi University Department of Communications Engineering, National Chiao Tung University Manager, Consumer Communications Products Department, United Microelectronics Corporation Chairman, IC PLUS Corp. |
Director, IC PLUS Corp. Supervisor, Qi Liheng Co., Ltd. Supervisor, Qi Li Technology Co., Ltd. |
- |
Independent Director | R.O.C. | Chuang-Yao Fan | 6/20/2024 | 6/20/2024 |
Department of Accounting, California State Polytechnic University Pomona President, Shin Hwa Clock Industry Co., Ltd. |
Chairman, Shin Hwa Clock Industry Co, Ltd. President, Telstar Enterprises Co., Ltd. Director, Hsu Sheng Co.,Ltd. |
- |
Note 1: Where the Chairman of the Board of Directors and the President or person of an equivalent post (the highest level manager) of a company are the same person, spouses, or relatives within the first degree of kinship, an explanation shall be given of the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto.:
At present, the Chairman of the Board of Directors concurrently holds the post of CEO, which is reasonable and necessary to improve the decision-making efficiency of the operation and improve the performance of operation to create higher value for the Company. The Company has added one independent director in 2021 to strengthen the supervisory function of the Board.
Note 2: Director Sheng-Su Lee holds 591,874 shares of trust shares reserved with the right to decide utilization.
Succession Planning for Board Members and Key Management Personnel at Sitronix Technology Corporation
I. Succession Planning for Board Members
The Company adopts a candidate nomination system for the election of directors, with shareholders electing directors from a list of candidates. In addition to complying with laws and regulations, the selection of directors takes into account the development of corporate governance, future operational needs, and diversity of members.
The Company currently has a total of 9 directors (including 4 independent directors), each of whom possesses expertise in business, financial accounting or management necessary for the operation of the Company, and 3 of whom are also in the key management positions of the Group. Each member of the Board of Directors shall receive at least 6 hours of training annually, and for newly appointed directors, 12 hours of training shall be arranged during the year of their appointment, and a handbook on the laws and regulations related to directors and insiders as well as the points to note shall be provided, so as to acquire new knowledge and become familiar with their roles, functions, responsibilities and obligations on the Board of Directors and to effectively implement the corporate governance system. In 2023, the average number of hours of study per director was 8.3 hours, and the course contents included Taiwan’s M&A practice, economic cycles and industry trends, ChatGPT’s technological development and application business opportunities, climate change and TCFD disclosure proposals and analysis, corporate governance and securities regulations, and the protection of intellectual property rights and trade secrets. In the future, the composition of the Board of Directors of the Company and the background of its members will continue to be strengthened under the current structure.
With regard to succession planning for the Board of Directors, there are currently a number of senior managers within the Group who possess excellent strategic thinking skills, as well as corporate management planning capabilities and professional experience in the businesses they operate. From time to time, the Board of Directors organizes sharing sessions on industry trends, financial investment and other related topics, in the hope of leveraging on the knowledge and experience of the directors to play a more critical role in professional assistance. The Company also plans to recruit professional talents from outside the Company for succession planning of directors. In terms of the independent directors, they are required by law to have working experience in business, law, finance, accounting, or the business of the Company, and the Company will appoint independent directors as required by law in order to fulfil its corporate governance function.
II. Succession Planning for Key Management Personnel
The Group’s employees at the vice president level and above are key management personnel. Through the transfer of experience from senior supervisors, the assignment and promotion of important projects and tasks, the training and rotation in different professional fields, the expansion of the management range and the participation in the formulation of the Company’s operating policies, we strengthen the strengths of the incumbent and cultivate leaders with strategic planning, decision-making ability, team leadership and humanistic care, and then assess the candidates for succession to facilitate the succession planning of the key management personnel. The Company also encourages executives above the level of vice president to participate in the EMBA study in various universities at home and abroad, and gives tuition subsidies, in the hope of effective development of leadership thinking, leading the team to achieve their goals. In 2023, one person was subsidized for the EMBA study above the level of vice president.
In December 2023, the Company hosted an executive operating strategy meeting for 67 key management personnel for a total of 469 hours. The meeting covered topics such as operating performance, business objectives, and strategy formulation. Through interaction and sharing at the meeting, senior executives were able to effectively develop high-performance work standards and mindsets that leaders should have, and reach a consensus. In addition to possessing outstanding professional competence and leadership qualities, the Company’s successor must also share the Company’s values and beliefs, with a view to leading the Company forward and generating substantial profits for shareholders.
In 2023, the Company held monthly management meetings, and 13 key executives regularly developed decision-making and thinking skills through the mechanism of work reports and participation in important meetings on objectives, management, etc. Senior executives assisted in the process of personal development guidance and provided feedback through regular performance evaluations.
In the future, the Company will utilize the existing performance evaluation system to assess and review suitable candidates for succession.
It is expected that potential successors will be promoted within 8-10 years and will take over in 10-15 years.
Board Diversity
(1) Diversification policy:
The Company’s Board shall guide the corporate strategy, supervise the management, and be accountable to the Company and the shareholders. The corporate governance system shall operated and be arranged in a way that ensures the Board exercises its powers in accordance with the laws and regulations, the Articles of Incorporation, and the resolutions of the shareholders’ meetings.
In accordance with Article 20 of the Company’s “Corporate Governance Best Practice Principles” and Article 2 of the “Procedures for Election of Directors”, the election of Directors should take into consideration the overall configuration of the Board of Directors. Board members should generally possess the knowledge, skills and qualities necessary to perform their duties, and their overall competencies are as follows: A. Operational judgment, B. Accounting and financial analysis, C. Business management, D. Crisis management, E. Industry knowledge, F. International market view, G. Leadership, and H. Decision-making ability.
(2) Specific management objectives and their achievement:
Specific management objectives of the Board of Directors’ diversification and the achievement of such objectives:
Management objectives | Achievement status |
A. The Company’s Board respects gender equality, where it ensures there is at least one female director on the Board. | Achieved |
B. The Company’s Board prioritizes operational decision making, operation management, and crisis management abilities, where it ensures at least 2/3 of the members of the Board possess relevant core abilities. | Achieved |
C. For the purpose of supervision, the number of members of the Board who are employees of the Company, its parent, subsidiary, or brother companies shall be less than (including) 1/3 of the number of directors. | Achieved |
D. For the purpose of supervision, the number of independent directors shall represent more than 1/3 of the Board’s seats. | Achieved |
The current Board of Directors of the Company consists of 9 Directors, all of whom are nationals of the R.O.C., with 8 male Directors (89%) and 1 female Director (11%); three Directors are aged 51 to 60, and six Directors are aged 61 to 70.
Among the non-independent directors, there are 3 Directors with employee status (accounting for 33% of the total number of Directors). All 3 Directors are proficient in business, technology, industry knowledge, and operational decision making. 1 Director is a legal person director of the information electronics industry, who is able to provide different industry experience insights and advices while being equipped with the work experience in business, technology, and operational decision making. 1 Director has extensive industry knowledge and expertise in finance.
The Company has 4 Independent Directors (44% of the total number of Directors), 1 of which have been appointed for a term of less than 3 years, 2 for a term of 3 to 9 years, and 1 for a term of more than 9 years. He has been elected to continue to serve as the Company’s Independent Directors in consideration of the fact that their expertise in corporate management and his experience in corporate governance are of significant benefit to the Company. One of the Independent Directors is a female with professional qualifications in accounting, specializing in finance, accounting and auditing, and the remaining three Independent Directors have working experience as chairpersons and Presidents in the technology industry, and all of them possess business, technological, and operational judgment, which is conducive to the enhancement of the Company’s corporate governance and the planning of its future business strategy direction.
(3) If the number of directors of either gender on the company’s board of directors is less than one-third, the reasons shall be stated, along with the measures planned to enhance gender diversity:
- Explanation: The composition of our Company’s Board of Directors takes into account the candidates’ professional backgrounds, skills and industrial experiences. The Company’s current nine Directors were elected at the shareholders’ meeting on June 20, 2024, including one female Director, representing 11%. This composition complies with the relevant regulations at that time, but not yet reaching one-third. This is due to the characteristics of the industry, which has a predominance of males due to practical management experience in the semiconductor sector.
- Measures: The Company will continue to promote gender equality among the members of the Board of Directors and actively seek female Directors to enhance the effectiveness of corporate governance and implement diversity among board members.
Implementation of the diversity policy for Board members:
Name of director | Title | Gender | Age | Length of term of office of independent director | As a staff member of the Group | Diversified core competencies | |||||||||||
51 -60 | 61 -70 | 71 -80 | Less than 3 years | 3 -9 years | More than 9 years | Operational judgment | Accounting and financial analysis | Business management | Crisis management | Industry knowledge | International market view | Leadership | Decision-making ability | ||||
Vincent Mao | Chairman | Male | ● | ● | ● | ● | ● | ● | ● | ● | ● | ||||||
Wen-Bin Lin | Director | Male | ● | ● | ● | ● | ● | ● | ● | ● | |||||||
I-Hsi Cheng | Director | Male | ● | ● | ● | ● | ● | ● | ● | ● | ● | ||||||
Silicon Power Computer & Communications Inc. | Director | Male | ● | ● | ● | ● | ● | ● | ● | ● | |||||||
Representative: Hui-Min Chen | |||||||||||||||||
Sheng-Su Lee | Director | Male | ● | ● | ● | ● | ● | ● | ● | ● | ● | ||||||
Cheng-Chieh Dai | Independent Director | Male | ● | ● | ● | ● | ● | ● | ● | ● | ● | ||||||
Yu-Nu Lin | Independent Director | Female | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | |||||
Jui-Hsiang Lo | Independent Director | Male | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | |||||
Chuang-Yao Fan | Independent Director | Male | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● |
In summary, the professional backgrounds and diversified core competencies of the members of the Board of Directors of the Company are beneficial to the Company’s overall business operations and have resulted in the realization of diversified management objectives.
Board Independence:
The Company has 9 Directors, including 4 Independent Directors (44% of the total number of Directors), accounting for more than one-third of the total number of Directors. Each of the Independent Directors has complied with the independence requirements set forth in the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”. None of the Directors are related to each other as spouse or consanguineous within two degrees of consanguinity, which is in compliance with Paragraph 3 and 4 of Article 26-3 of the Securities and Exchange Act. In summary, the Company’s Board of Directors is independent.
The internal performance evaluation results of the Company's Board of Directors
(1) The internal performance evaluation results of the Company’s Board of Directors for 2024 were between 5 points of “Strongly Agree” and 4 points of “Agree”. The majority of directors strongly agreed with the operation of various evaluation indicators, and the overall operation of the evaluation board and functional committees was good, in line with the Company’s governance requirements, effectively strengthened the functions of the Board of Directors and protected shareholder rights. The evaluation results were disclosed on the Company’s website after the board report in the first quarter of 2025.
(2) The external evaluation results of the Board of Directors for 2022 were disclosed on the Company’s website after the board report in the first quarter of 2023.
Evaluation Cycle | Evaluation Period | Evaluation Scope | Evaluation Method | Evaluation Content | Evaluation Results |
Once a year | January 1, 2024 to December 31, 2024 | Board of Directors |
1. The internal self-evaluation of the Board of Directors. 2. The Board of Directors shall carry out the internal self-evaluation questionnaire of the Board of Directors. |
1. Participation in the operation of the Company. 2. Improve the quality of decision making of the Board of Directors. 3. Composition and structure of the Board of Directors. 4. Election and continuing education of directors. 5. Internal control. |
In 2024, the overall performance evaluation index of the Board of Directors consisted of five major aspects, totaling 11 indicators, and the overall evaluation result was 100/100, indicating that the overall Board of Directors operated efficiently and effectively. |
Individual board members | Questionnaire of self-evaluation of board members. |
1. Alignment of the goals and missions of the Company. 2. Awareness of the duties of a director. 3. Participation in the operation of the Company. 4. Management of internal relationships and communication. 5. Professionalism and continuing education of the Directors. 6. Internal control. |
The performance indicators of the Audit Committee for 2024 consisted of five major aspects and a total of 22 indicators, with an overall rating of 4.95/5, indicating that the overall operation of the Audit Committee was sound, in compliance with the requirements of corporate governance, and effective in enhancing the functions of the Board of Directors. | ||
Functional committee: Audit Committee | Questionnaire of self-evaluation of Audit Committee Members. |
1.Participation in the operation of the Company. 2. Awareness of the duties of the functional committee. 3. Improvement of quality of decisions made by the functional committee. 4. Makeup of the functional committee and election of its members. 5. Internal control. |
The performance indicators of the Audit Committee for 2024 consisted of five major aspects and a total of 22 indicators, with an overall rating of 4.95/5, indicating that the overall operation of the Audit Committee was sound, in compliance with the requirements of corporate governance, and effective in enhancing the functions of the Board of Directors. | ||
Once a year | January 1, 2024 to December 31, 2024 | Functional committee: Remuneration Committee | Questionnaire of self-evaluation of Remuneration Committee Members. |
1. Participation in the operation of the Company. 2. Awareness of the duties of the functional committee. 3. Improvement of quality of decisions made by the functional committee. 4. Makeup of the functional committee and election of its members. |
The performance indicators of the Remuneration Committee for 2024 consisted of four major aspects and a total of 19 indicators, with an overall rating of 4.93/5, indicating that the overall operation of the Remuneration Committee was sound, in compliance with the requirements of corporate governance, and effective in enhancing the functions of the Board of Directors. |
Functional committee: Sustainable Development Committee | Questionnaire of self-evaluation of Sustainable Development Committee Members. |
1. Participation in the operation of the Company. 2. Awareness of the duties of the functional committee. 3. Improvement of quality of decisions made by the functional committee. 4. Makeup of the functional committee and election of its members. 5. Internal control. |
The performance indicators of the Sustainability Committee for 2024 consisted of five major aspects and a total of 24 indicators, with an overall rating of 4.96/5, indicating that the overall operation of the Sustainability Committee was sound, in compliance with the requirements of corporate governance, and effective in enhancing the functions of the Board of Directors. | ||
Once three years | October 1, 2021 to September 30, 2022 | Board of Directors |
1. External evaluation of Board of Directors. 2. External evaluation agency: Taiwan Investor Relations Association. 3. Conducted on the basis of the documents provided by the Company, self-evaluation questionnaires, and on-site visit and evaluation. |
1. Organization and professional development of the Board of Directors. 2. Quality of decision making of the Board of Directors. 3. The operation efficiency of the Board of Directors. 4. Internal control and risk management. 5. The degree of board participation in corporate social responsibility. |
1. It is proposed that risk management could be elevated to board level. 2. It is recommended that annual education programs for board members be standardized. 3. It is recommended that the intellectual property management program and information security management obtain third-party certification standards. 4. Establishment of a dedicated Head of Corporate Governance. 5. Evaluation of the independence and suitability of the certified public accountants by reference to the Audit Quality Indicators (AQI). |